Current Report Filing (8-k)
November 18 2021 - 05:27PM
Edgar (US Regulatory)
0001223389 false 0001223389 2021-11-17
2021-11-17 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
November 17, 2021
Conn's, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
001-34956 |
06-1672840 |
(State or other jurisdiction of
incorporation)
|
(Commission File Number) |
(IRS Employer Identification No.) |
2445 Technology Forest Blvd.,
Suite 800
The Woodlands,
Texas
|
77381 |
(Address of principal executive offices) |
(Zip Code) |
Registrant's telephone number, including area code:
(936)
230-5899
Not Applicable
(Former name, former address and former fiscal year, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
¨ Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of
Each Class |
Trading
Symbol |
Name of Each
Exchange on Which Registered |
Common Stock, par value $0.01 per share |
CONN |
NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
¨ Emerging growth company
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
¨
Item 1.01 Entry into a Material Definitive Agreement
On November
17, 2021, Conn’s, Inc. (the “Company”), Conn’s
Receivables Funding 2021-A, LLC, a newly formed special purpose
entity that is indirectly owned by the Company (the
“Issuer”), Conn Appliances Receivables Funding, LLC,
an indirect wholly owned subsidiary of the Company (the
“Depositor”), and Conn Appliances, Inc., a direct and
wholly owned subsidiary of the Company (“Conn
Appliances”), entered into a Note Purchase Agreement (the
“Note Purchase Agreement”) with MUFG Securities
Americas Inc., Deutsche Bank Securities Inc. and J.P. Morgan
Securities LLC (collectively, the “Initial
Purchasers”), for the sale of the Issuer’s 1.05%
$247,830,000 Asset Backed Fixed Rate Notes, Class A, Series 2021-A
(the “Class A Notes”), 2.87% $66,090,000 Asset Backed
Fixed Rate Notes, Class B, Series 2021-A (the “Class B
Notes”) and 4.59% $63,890,000 Asset Backed Fixed Rate
Notes, Class C, Series 2021-A (the “Class C Notes”
and, together with the Class A Notes and the Class B Notes, the
“Purchased Notes”). The Issuer will also issue the
Asset Backed Notes, Class R, Series 2021-A (the “Class R
Notes” and, collectively with the Purchased Notes, the
“Series 2021-A Notes”), which will not have a
principal amount or interest rate and which will be transferred to
the Depositor on the Closing Date to satisfy the risk retention
obligations of Conn Appliances. It is anticipated that the Series
2021-A Notes will be issued on or about November 23, 2021 (the
“Closing Date”). The Series 2021-A Notes have not
been and will not be registered under the Securities Act of 1933,
as amended (the “Securities Act”) or the securities
laws of any jurisdiction. The Purchased Series 2021-A Notes are
being sold initially to the Initial Purchasers and then reoffered
and resold only (i) to “Qualified Institutional Buyers” as defined
in Rule 144A under the Securities Act (“Rule 144A”)
in transactions meeting the requirements of Rule 144A or (2) solely
with respect to the Class A Notes, outside the United States to
non-U.S. Persons in transactions in compliance with Regulation S
under the Securities Act.
Attached as Exhibit 1.1 is the Note Purchase Agreement.
Item 9.01 Financial Statements and Exhibits
(a) |
Not
applicable. |
(b) |
Not
applicable. |
(c) |
Not
applicable. |
(d) |
Exhibits |
The exhibit number corresponds with Item 601(a) of Regulation
S-K.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
|
|
CONN'S,
INC. |
|
|
|
Date: |
November 18,
2021 |
By: |
/s/ Mark L.
Prior |
|
|
Name: |
Mark L.
Prior |
|
|
Title: |
Vice President, General
Counsel & Secretary |
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